8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 9, 2021

SERITAGE GROWTH PROPERTIES

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 Fifth Avenue, Suite 1530 New York, New York		10110
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (212) 355-7800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share	SRG	New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share	SRG-PA	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2021, the Company issued a press release regarding its financial results for the three and six months ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report.

In addition, on August 9, 2021, the Company published certain supplementary financial information relating to the three and six months ended June 30, 2021.  Such information is furnished as Exhibit 99.2 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated August 9, 2021.
99.2	Supplementary Financial Information dated August 9, 2021.
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERITAGE GROWTH PROPERTIES
By:	/s/ Matthew Fernand
	Matthew Fernand
	Chief Legal Officer

Date: August 9, 2021

EX-99.1

Exhibit 99.1

Seritage Growth Properties Reports Second Quarter 2021 Operating Results

New York, NY – August 9, 2021 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner of 172 retail and mixed-use properties totaling approximately 24.9 million square feet of gross leasable area (“GLA”), today reported financial and operating results for the three and six months ended June 30, 2021.

“During the second quarter of 2021, we were keenly focused on activating our office/life sciences and residential portfolios by advancing entitlements and joint venture partnership discussions for these sites. We are currently negotiating over 300,000 square feet of new leases, over one-third of which are for uses other than retail such as office. In our grocery-anchored, multi-tenant retail and single tenant/outparcel portfolios, we are working to stabilize the assets that were paused during the pandemic and are looking to opportunistically monetize those assets we believe do not fit into the future vision for the portfolio while reinvesting the proceeds in an accretive manner.” said Andrea Olshan, Chief Executive Officer and President. “For the remainder of 2021, we have several milestones ahead of us including opening our first multifamily project and our first phase of a large-scale mixed-use project both in the fourth quarter, as well as continuing to advance our office/life sciences and residential portfolios.”

Financial Highlights:

For the three months ended June 30, 2021:

• Net loss attributable to common shareholders of $74.1 million, or $1.73 per share

• Total Net Operating Income (“Total NOI”) of $7.6 million

• Funds from Operations (“FFO”) of ($33.9) million, or ($0.61) per share

• As of June 30, 2021, the Company had cash on hand of $147.2 million, including $7.2 million of restricted cash

For the six months ended June 30, 2021:

• Net loss attributable to common shareholders of $83.0 million, or $2.02 per share

• Total NOI of $17.0 million

• FFO of ($52.7) million, or ($0.94) per share

Business Highlights

• Generated $127.6 million of gross proceeds through disposition activity year to date, including $77.2 million during the three months ended June 30, 2021 and $3.5 million subsequent to the end of the second quarter;

• Have asset sales under contract for anticipated gross proceeds of $90.6 million, subject to buyer diligence and closing conditions;

• Invested $44.9 million in the Company’s consolidated development and operating properties and an additional $21.3 million into the Company’s unconsolidated joint ventures during the first six months of 2021, including $18.1 million and $11.4 million, respectively during the three months ended June 30, 2021. The Company currently has 30 projects active with remaining spend of approximately $250.0 million to be invested over the next 24 months which is expected to bring on $40.0 to $45.0 million in net operating income;

• Signed six leases covering 26,733 square feet in the second quarter at an average projected annual rent of $28.89 PSF;

• Subsequent to quarter end, the Company signed a new office lease totaling 53,000 square feet at an average base rent of $11.67 PSF. Additionally, the Company generated a leasing pipeline of over 300,000 square feet with approximately one-third for non-retail tenants and the remainder primarily comprised of grocery-anchors, big box value retailers, and a variety of outparcel leases with national tenants; and

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• Subsequent to quarter end, the Company closed on joint venture partnerships for the residential redevelopment of two properties located in West Covina, CA and Riverside, CA. The Company contributed only the residential portion of the projects to the joint venture at a value of $15.9 million (in aggregate), representing $21,300 per unit, and retained an 80% interest in each entity.

Financial Summary

The table below provides a summary of the Company’s financial results for the three months ended June 30, 2021:

(in thousands except per share amounts)	Three Months Ended
	June 30, 2021			March 31, 2021			June 30, 2020
Net loss attributable to Seritage    common shareholders	$	(74,065	)	$	(8,945	)	$	(1,153	)
Net loss per diluted share attributable to Seritage    common shareholders		(1.73	)		(0.23	)		(0.03	)
Total NOI		7,553			9,433			7,285
FFO		(33,911	)		(18,745	)		(27,387	)
FFO per diluted share		(0.61	)		(0.34	)		(0.49	)
Company FFO		(29,305	)		(21,992	)		(27,150	)
Company FFO per diluted share		(0.52	)		(0.39	)		(0.49	)

For the quarter ended June 30, 2021:

• Net loss attributable to common shareholders for the second quarter of 2021 includes net gains of $18.1 million, or $0.42 per share, as compared to net gains of $24.2 million, or $0.61 per share, in the first quarter of 2021. Net loss for the first quarter of 2021 also included $5.8 million, or $0.15 per share, of other income related to insurance proceeds from one property, and $3.4 million, or $0.08 per share, of lease termination income with no corresponding amounts in the second quarter.

• Net loss attributable to common shareholders for the second quarter of 2021 also includes impairments of $64.5 million, or $1.51 per share, of which approximately $30.6 million resulted from the Company’s decision to monetize additional assets through sales or development joint ventures. The impairment arose due to changes in the Company’s anticipated holding periods and/or projected cash flows with respect to certain assets following its previously announced organizational restructuring and portfolio review. Changes to these assumptions affected the Company’s view of recoverability of the carrying value of those assets over their respective holding periods.  

• Total NOI for the second quarter of 2021 reflects the impact of property sales and the termination of the remaining Sears leases in the first quarter.  Total NOI is comprised of:

	Three Months Ended June 30,
	2021	2020
Hold Wholly-Owned Portfolio	$                   9,901	$                  6,399
Disposition Portfolio	(3,791)	(1,599)
Sold Portfolio	2	1,422
Unconsolidated JVs	1,441	1,063
Total NOI	7,553	$                  7,285

• Company FFO for the second quarter of 2021 includes net $2.3 million, or $0.05 per share, of charges for mortgage recording costs while Company FFO for the first quarter of 2021 included $5.8 million, or $0.15 per share, of other income related to insurance proceeds from one property.

• The Company collected 96% of its billed rent and other recoverable expenses for the second quarter and deferred an additional 2%. The reduction in collections from the first quarter is due to a fitness tenant at one location.

As of June 30, 2021, the Company had cash on hand of $147.2 million, including $7.2 million of restricted cash. The Company expects to use these sources of liquidity, together with a combination of future sales and/or potential debt and capital markets transactions, to fund its operations and select development activity. The availability of funding from sales of assets, partnerships and

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credit or capital markets transactions is subject to various conditions, including the consent of the Company’s lender under its $1.6 billion term loan facility (the “Term Loan Facility”), and there can be no assurance that such transactions will be consummated.

Transactions

During the three months ended June 30, 2021, the Company monetized six properties, generating $77.2 million of gross proceeds. Of the second quarter transactions:

• $26.8 million of gross proceeds were from vacant assets sold at $51 PSF. The sale of these assets eliminates $(0.8) million of carrying costs.

• $1.8 million of gross proceeds were from a stabilized asset sale at a 5.5% capitalization rate, and $48.6 million of gross proceeds were from non-stabilized, income producing assets at a blended in-place yield of 2.4%.

Subsequent to June 30, 2021, the Company sold one property for aggregate gross proceeds of $3.5 million.

As of August 6, 2021, the Company had assets under contract for sale representing anticipated gross proceeds of $90.6 million, subject to buyer diligence and closing conditions. The Company intends to realize over $300.0 million in gross proceeds this year through its capital recycling program. Since it began its capital recycling program in July 2017, the Company has raised over $1.2 billion of gross cash proceeds from the sale of wholly-owned properties or joint venture of interests in 105 properties, plus outparcels at various properties.

Development Activity

During the three months ended June 30, 2021, the Company continued work on redevelopment projects and ongoing capital improvements, including those it had restarted during 2020. During the six months ended June 30, 2021 the Company invested $44.9 million in its consolidated development and operating properties and an additional $21.3 million into its unconsolidated joint ventures, including $18.1 million and $11.4 million, respectively during the three months ended June 30, 2021. The Company has 30 projects active with remaining spend of approximately $250.0 million to be invested over the next 24 months which is expected to bring on $40.0 to $45.0 million in net operating income.

The Company is anticipating that its first large-scale redevelopment will open in the fourth quarter of 2021 in San Diego, CA, followed by its Aventura (Miami), FL location in the fourth quarter of 2022. As the grand opening of San Diego, CA nears, the Company is looking to activate the second phase of this project which is programmed for a large-scale office/life sciences and residential development.

The Company has completed the landlord work at its Santa Monica, CA asset, its first project qualified for green building certifications. The Company’s first residential project is also on track to open in the fourth quarter in Lynwood, WA. The Company is underway on its infrastructure work at its Park Heritage project in Dallas, TX. Entitlements have been obtained for this dynamic mixed-use project including residential, office and retail, and the Company is in active negotiations with various retail and office tenants. The Company is advancing the joint venture for its property in Alexandria, VA, which will be a 4.0 million square-foot mixed-use development to include a new hospital campus at the site of the former Landmark Mall with closing anticipated to occur before year end.

In its grocery-anchored, multi-tenant retail and single-tenant/out parcel portfolios, the Company is focused on accretive development projects and opportunistically monetizing assets.

The Company opened stores representing 44,000 square feet and $1.3 million of annual base rent during the second quarter and stores representing 217,000 square feet and $4.1 million of annual base rent for the first six months of 2021.

Leasing Results

During the three months ended June 30, 2021, the Company signed new leases totaling 26,733 square feet at an average base rent of $28.89 PSF. Subsequent to quarter end, the Company signed a new office lease totaling 53,000 square feet at an average base rent of $11.67 PSF. Additionally, the Company generated a leasing pipeline of over 300,000 square feet with approximately one-third for non-retail tenants and the remainder primarily comprised of grocery-anchors, big box value retailers, and a variety of outparcel leases with national tenants.

The table below provides a summary of all signed leases as of June 30, 2021, including unconsolidated entities at the Company’s proportional share:

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(in thousands except number of leases and PSF data)
	Number of		Leased		% of Total			Annual Base		% of
Tenant	Leases		GLA		Leased GLA			Rent ("ABR")		Total ABR			ABR PSF
In-place diversified leases		244		5,665		80.8	%	$	92,334		74.1	%	$	16.30
SNO diversified leases (1)		83		1,349		19.2	%		32,339		25.9	%		23.97
Total diversified leases		327		7,014		100.0	%	$	124,673		100.0	%	$	17.77

(1)SNO = signed not yet opened leases.

The table below provides a reconciliation of SNO leases from March 31, 2021 to June 30, 2021, including unconsolidated entities at the Company’s proportional share:

	Number of									Annual
	SNO Leases			GLA			ABR			Rent PSF
As of March 31, 2021		91			1,562		$	36,277		$	23.22
Opened		(7	)		(44	)		(1,251	)		28.43
Sold / Contributed to JVs / terminated		(7	)		(196	)		(3,467	)		17.69
Signed		6			27			780			28.89
As of June 30, 2021		83			1,349		$	32,339		$	23.97

During the three months ended June 30, 2021, the majority of the $3.5 million of SNO leases that were sold, contributed to unconsolidated entities or terminated were comprised of leases opportunistically terminated, or expected to be terminated, at the Company’s option to either mitigate tenant exposure risk or retain the space to execute on our revised development plan.

Dividends

On April 27, 2021, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend was paid on July 15, 2021 to holders of record on June 30, 2021.

On July 27, 2021, the Company’s Board of Trustees declared a preferred stock dividend of $0.4375 per each Series A Preferred Share. The preferred dividend will be payable on October 15, 2021 to holders of record on September 30, 2021.

The Company’s Board of Trustees does not expect to declare dividends on its common shares in 2021 unless required to do so to maintain REIT status.

Supplemental Report

A Supplemental Report will be available in the Investors section of the Company’s website, www.seritage.com.

COVID-19 Pandemic

Beginning in late 2019, a novel strain of Coronavirus (“COVID-19”) began to spread throughout the world, including the United States, ultimately being declared a pandemic by the World Health Organization. The pandemic has caused and continues cause significant impacts on the real estate industry in the United States, including the Company’s properties. While the Company intends to enforce its contractual rights under its leases, there can be no assurance that tenants will meet their future obligations or that additional rental modification agreements will not be necessary. As a result of the development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions will change, potentially significantly, in future periods and results for the three months ended June 30, 2021 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods.  As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.

Non-GAAP Financial Measures

The Company makes reference to NOI, Total NOI, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

None of NOI, Total NOI, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures the

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Company deems most comparable have been provided in the tables accompanying this press release.

Net Operating Income ("NOI”) and Total NOI

NOI is defined as income from property operations less property operating expenses. Other REITs may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other REITs. The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.

The Company also uses Total NOI, which includes its proportional share of unconsolidated properties. This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.

The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Funds from Operations ("FFO") and Company FFO

FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets. The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.

The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and noncomparable items, such as termination fee income, severance and restructuring costs, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.

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Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders, the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness; restrictions with which the Company is required to comply in order to maintain REIT status and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2020. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Seritage Growth Properties

Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 147 wholly-owned properties and 25 unconsolidated properties totaling approximately 24.9 million square feet of space across 39 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July 2015. The Company’s mission is to create long-term value for shareholders by realizing the value of the Company’s portfolio through re-leasing, redevelopment, formation of strategic partnerships or other bespoke solutions.

Contact

Seritage Growth Properties

646-277-1268

IR@Seritage.com

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Seritage Growth Properties

CONDENSED Consolidated Balance SheetS

(In thousands, except share and per share amounts)

(Unaudited)

	June 30, 2021			December 31, 2020
ASSETS
Investment in real estate
Land	$	525,441		$	592,770
Buildings and improvements		1,019,293			1,107,532
Accumulated depreciation		(152,340	)		(142,206	)
		1,392,394			1,558,096
Construction in progress		353,178			352,776
Net investment in real estate		1,745,572			1,910,872
Real estate held for sale		30,923			1,864
Investment in unconsolidated entities		468,269			457,033
Cash and cash equivalents		140,058			143,728
Restricted cash		7,150			6,526
Tenant and other receivables, net		31,192			46,570
Lease intangible assets, net		16,840			18,595
Prepaid expenses, deferred expenses and other assets, net		62,529			63,755
Total assets	$	2,502,533		$	2,648,943
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term Loan Facility, net	$	1,599,121		$	1,598,909
Sales-leaseback financing obligations		20,608			20,425
Accounts payable, accrued expenses and other liabilities		107,915			146,882
Total liabilities		1,727,644			1,766,216
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized;    42,795,267 and 38,896,428 shares issued and outstanding    as of June 30, 2021 and December 31, 2020, respectively		428			389
Series A preferred shares $0.01 par value; 10,000,000 shares authorized;    2,800,000 shares issued and outstanding as of June 30, 2021 and    December 31, 2020; liquidation preference of $70,000		28			28
Additional paid-in capital		1,230,009			1,177,260
Accumulated deficit		(611,647	)		(528,637	)
Total shareholders' equity		618,818			649,040
Non-controlling interests		156,071			233,687
Total equity		774,889			882,727
Total liabilities and shareholders' equity	$	2,502,533		$	2,648,943

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Seritage Growth Properties

CONDENSED Consolidated Statements of OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
REVENUE
Rental income	$	27,595		$	21,648		$	58,741		$	54,758
Management and other fee income		279			171			414			378
Total revenue		27,874			21,819			59,155			55,136
EXPENSES
Property operating		11,286			8,697			21,929			18,998
Real estate taxes		9,061			9,384			19,216			18,609
Depreciation and amortization		13,328			23,702			26,470			57,799
General and administrative		11,990			8,644			23,222			18,064
Total expenses		45,665			50,427			90,837			113,470
Gain on sale of real estate, net		18,097			53,877			42,305			74,665
Impairment of real estate assets		(64,539	)		(1,813	)		(66,239	)		(1,813	)
Equity in loss of unconsolidated entities		(2,327	)		(1,322	)		(3,489	)		(2,216	)
Interest and other income		530			141			8,154			474
Interest expense		(28,976	)		(22,145	)		(55,126	)		(43,658	)
Income / (loss) before taxes		(95,006	)		130			(106,077	)		(30,882	)
Benefit (provision) for taxes		(298	)		(26	)		(160	)		11
Net income / (loss)		(95,304	)		104			(106,237	)		(30,871	)
Net income / (loss) attributable to non-controlling interests		22,464			(32	)		25,677			10,279
Net income / (loss) attributable to Seritage	$	(72,840	)	$	72		$	(80,560	)	$	(20,592	)
Preferred dividends		(1,225	)		(1,225	)		(2,450	)		(2,450	)
Net loss attributable to Seritage common shareholders	$	(74,065	)	$	(1,153	)	$	(83,010	)	$	(23,042	)
Net loss per share attributable to Seritage Class A    common shareholders - Basic	$	(1.73	)	$	(0.03	)	$	(2.02	)	$	(0.61	)
Net loss per share attributable to Seritage Class A    common shareholders - Diluted	$	(1.73	)	$	(0.03	)	$	(2.02	)	$	(0.61	)
Weighted average Class A common shares    outstanding - Basic		42,772			38,634			41,134			37,933
Weighted average Class A common shares    outstanding - Diluted		42,772			38,634			41,134			37,933

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Reconciliation of Net Loss to NOI and Total NOI (in thousands)

	Three Months Ended									Six Months Ended June 30,
NOI and Total NOI	June 30, 2021			March 31, 2021			June 30, 2020			2021			2020
Net income / (loss)	$	(95,304	)	$	(10,933	)	$	104		$	(106,237	)	$	(30,871	)
Termination fee income		—			(2,611	)		—			(2,611	)		(990	)
Management and other fee income		(279	)		(135	)		(171	)		(414	)		(378	)
Depreciation and amortization		13,328			13,142			23,702			26,470			57,799
General and administrative expenses		11,990			11,232			8,644			23,222			18,064
Equity in loss of unconsolidated entities		2,327			1,162			1,322			3,489			2,216
Gain on sale of real estate		(18,097	)		(24,208	)		(53,877	)		(42,305	)		(74,665	)
Impairment of real estate assets		64,539			1,700			1,813			66,239			1,813
Interest and other income		(530	)		(7,624	)		(141	)		(8,154	)		(474	)
Interest expense		28,976			26,150			22,145			55,126			43,658
Provision (benefit) for income taxes		298			(138	)		26			160			(11	)
Straight-line rent		(1,238	)		210			2,694			(1,028	)		5,395
Above/below market rental income/expense		102			(39	)		(39	)		63			(136	)
NOI	$	6,112		$	7,908		$	6,222		$	14,020		$	21,420
Unconsolidated entities
NOI of unconsolidated entities		1,646			2,437			1,514			4,083			2,816
Straight-line rent		(168	)		(137	)		(100	)		(304	)		(271	)
Above/below market rental income/expense		(29	)		(33	)		(58	)		(62	)		(540	)
Termination fee income		(9	)		(742	)		(293	)		(751	)		(293	)
Total NOI	$	7,553		$	9,433		$	7,285		$	16,986		$	23,132

9

Reconciliation of Net Loss to FFO and Company FFO (in thousands)

	Three Months Ended June 30,									Six Months Ended June 30,
FFO and Company FFO	June 30, 2021			March 31, 2021			June 30, 2020			2021			2020
Net income / (loss)	$	(95,304	)	$	(10,933	)	$	104		$	(106,237	)	$	(30,871	)
Real estate depreciation and amortization    (consolidated properties)		12,959			12,756			23,201			25,715			56,788
Real estate depreciation and amortization    (unconsolidated entities)		3,217			3,165			2,597			6,383			4,441
Gain on sale of real estate		(18,097	)		(24,208	)		(53,877	)		(42,305	)		(74,665	)
Impairment of real estate assets		64,539			1,700			1,813			66,239			1,813
Dividends on preferred shares		(1,225	)		(1,225	)		(1,225	)		(2,450	)		(2,450	)
FFO attributable to common shareholders    and unitholders	$	(33,911	)	$	(18,745	)	$	(27,387	)	$	(52,655	)	$	(44,944	)
Termination fee income		—			(2,611	)		—			(2,611	)		(990	)
Termination fee income    (unconsolidated entities)		(9	)		(742	)		(293	)		(751	)		(293	)
Amortization of deferred financing costs		106			106			105			212			211
Severance and restructuring costs		2,196			—			425			2,196			425
Mortgage recording costs		2,313			—			—			2,313			—
Company FFO attributable to common    shareholders and unitholders	$	(29,305	)	$	(21,992	)	$	(27,150	)	$	(51,296	)	$	(45,591	)
FFO per diluted common share and unit	$	(0.61	)	$	(0.34	)	$	(0.49	)	$	(0.94	)	$	(0.80	)
Company FFO per diluted common share and unit	$	(0.52	)	$	(0.39	)	$	(0.49	)	$	(0.92	)	$	(0.82	)
Weighted Average Common Shares and Units Outstanding
Weighted average common shares outstanding		42,772			39,477			38,634			41,134			37,933
Weighted average OP units outstanding		13,191			16,432			17,255			14,802			17,916
Weighted average common shares and    units outstanding		55,963			55,909			55,889			55,936			55,849

10

EX-99.2

Exhibit 99.2

 

SUPPLEMENTAL INFORMATION      ||     PERIOD ENDED JUNE 30,2021

 

Overview

Seritage Growth Properties (NYSE: SRG) (“Seritage” or the “Company”) is a fully-integrated, self-administered and self-managed REIT that is principally engaged in the acquisition, ownership, development, redevelopment, management, and leasing of diversified retail and mixed-use real estate throughout the United States.

As of June 30, 2021, the Company’s portfolio consisted of interests in 172 properties totaling approximately 24.9 million square feet of gross leasable area, including 147 wholly owned properties totaling approximately 23.0 million square feet of GLA across 39 states and Puerto Rico (the “Wholly Owned Properties”), and interests in 25 properties totaling approximately 1.9 million square feet of GLA across 13 states that are owned in unconsolidated entities (the “Unconsolidated Properties”).

Background

The Company commenced operations on July 7, 2015 following a rights offering to the shareholders of Sears Holding Corporation (“Sears Holdings” or “Sears”) to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of certain of Sears Holdings’ owned properties and its 50% interests in three joint ventures which were simultaneously leased back to Sears Holdings under a master lease agreement (the “Original Master Lease”).  

As of June 30, 2021, the Company did not have any remaining properties leased to Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc., or Sears Holdings after giving effect to the pending termination of the remaining five Wholly Owned Properties, which were completed on March 15, 2021.

General Information

Unless the context indicates otherwise, references in this supplemental information package (the "Supplemental") to "Seritage Growth,” “Seritage,” the “Company,” or “SRG” refer to Seritage Growth Properties and its subsidiaries.  Additionally, where reference is made to "GAAP", this refers to accounting principles generally accepted in the United States.

COVID-19 Pandemic

The Coronavirus (“COVID-19”) pandemic has caused and continues cause significant impacts on the real estate industry in the United States, including the Company’s properties.

As of June 30, 2021, the Company had collected 96% of rental income for the three months ended June 30, 2021 and agreed to defer an additional 2%.  While the Company intends to enforce its contractual rights under its leases, there can be no assurance that tenants will meet their future obligations or that additional rental modification agreements will not be necessary.

As a result of the development, fluidity and uncertainty surrounding this situation, the Company expects that these conditions will change, potentially significantly, in future periods and results for the three months ended June 30, 2021 may not be indicative of the impact of the COVID-19 pandemic on the Company’s business for future periods.  As such, the Company cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows over the foreseeable future.

i

Supplemental Financial Information

SERITAGE GROWTH PROPERTIES

SUPPLEMENTAL INFORMATION

PERIOD ENDED JUNE 30, 2021

	Page
COMPANY INFORMATION	1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations	3
SUPPLEMENTAL FINANCIAL INFORMATION
Market Capitalization and Financial Ratios	4
Total Net Operating Income	5
Funds from Operations and Company FFO	6
Additional Information	7
PROPERTY INFORMATION
Portfolio Overview	9
Unconsolidated Properties	12
Wholly Owned Properties	14
DISCLOSURES
Non-GAAP Measures	19
Forward-Looking Statements	20

ii

Supplemental Financial Information

Summary Information

June 30, 2021

(in thousands, except per share and PSF amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
Financial Results	2021			2020			2021			2020
Net loss attributable to Seritage    common shareholders (page 3)	$	(74,065	)	$	(1,153	)	$	(83,010	)	$	(23,042	)
Total NOI (page 5)		7,553			7,285			16,986			23,132
FFO (page 6)		(33,911	)		(27,387	)		(52,655	)		(44,944	)
Company FFO (page 6)	$	(29,305	)	$	(27,150	)	$	(51,296	)	$	(45,591	)
Net loss per diluted share attributable to Seritage    common shareholders (page 3)	$	(1.73	)	$	(0.03	)	$	(2.02	)	$	(0.61	)
FFO per diluted share (page 6)		(0.61	)		(0.49	)		(0.94	)		(0.80	)
Company FFO per diluted share (page 6)	$	(0.52	)	$	(0.49	)	$	(0.92	)	$	(0.82	)
Wtd. avg. diluted shares - EPS		42,772			38,634			41,134			37,933
Wtd. avg diluted shares - FFO/share		55,963			55,889			55,936			55,849
Stock trading price range	$14.64 to $19.43			$6.67 to $21.24			$13.86 to $23.22			$6.49 to $40.50
							As of			As of
Financial Ratios (page 4)							June 30, 2021			December 31, 2020
Total debt to total market capitalization								59.3	%		64.2	%
Net debt to total real estate investments								60.6	%		56.2	%
							As of			As of
Property Data (page 9)							June 30, 2021			December 31, 2020
Number of properties								172			183
Gross leasable area (total / at share)							26,921 / 24,882			28,509 / 26,470
Percentage leased (total / at share)							28.5% / 28.2%			32.6% / 32.4%

	As of June 30, 2021
			% of Total
Tenant	Annual Rent		Annual Rent			Annual Rent PSF
In-place diversified, non-Sears leases		92,334		74.1	%		16.30
SNO in-place diversified, non-Sears leases		32,339		25.9	%		23.97
Total	$	124,673		100.0	%	$	17.77
	As of June 30, 2020
			% of Total
Tenant	Annual Rent		Annual Rent			Annual Rent PSF
In-place diversified leases	$	97,393		55.9	%	$	14.94
SNO diversified leases		71,692		41.2	%		21.33
Sears/Kmart		5,138		2.9	%		7.05
Total	$	174,223		100.0	%	$	16.43

1

Supplemental Financial Information

Condensed Consolidated Balance Sheets (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

	June 30, 2021			December 31, 2020
ASSETS
Investment in real estate
Land	$	525,441		$	592,770
Buildings and improvements		1,019,293			1,107,532
Accumulated depreciation		(152,340	)		(142,206	)
		1,392,394			1,558,096
Construction in progress		353,178			352,776
Net investment in real estate		1,745,572			1,910,872
Real estate held for sale		30,923			1,864
Investment in unconsolidated entities		468,269			457,033
Cash and cash equivalents		140,058			143,728
Restricted cash		7,150			6,526
Tenant and other receivables, net		31,192			46,570
Lease intangible assets, net		16,840			18,595
Prepaid expenses, deferred expenses and other assets, net		62,529			63,755
Total assets	$	2,502,533		$	2,648,943
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term Loan Facility, net	$	1,599,121		$	1,598,909
Sales-leaseback financing obligations		20,608			20,425
Accounts payable, accrued expenses and other liabilities		107,915			146,882
Total liabilities		1,727,644			1,766,216
Commitments and contingencies (Note 9)
Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized;    42,795,267 and 38,896,428 shares issued and outstanding    as of June 30, 2021 and December 31, 2020, respectively		428			389
Series A preferred shares $0.01 par value; 10,000,000 shares authorized;    2,800,000 shares issued and outstanding as of June 30, 2021 and    December 31, 2020; liquidation preference of $70,000		28			28
Additional paid-in capital		1,230,009			1,177,260
Accumulated deficit		(611,647	)		(528,637	)
Total shareholders' equity		618,818			649,040
Non-controlling interests		156,071			233,687
Total equity		774,889			882,727
Total liabilities and shareholders' equity	$	2,502,533		$	2,648,943

2

Supplemental Financial Information

Condensed Consolidated Statements of Operations (unaudited)

June 30, 2021

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
REVENUE
Rental income	$	27,595		$	21,648		$	58,741		$	54,758
Management and other fee income		279			171			414			378
Total revenue		27,874			21,819			59,155			55,136
EXPENSES
Property operating		11,286			8,697			21,929			18,998
Real estate taxes		9,061			9,384			19,216			18,609
Depreciation and amortization		13,328			23,702			26,470			57,799
General and administrative		11,990			8,644			23,222			18,064
Total expenses		45,665			50,427			90,837			113,470
Gain on sale of real estate, net		18,097			53,877			42,305			74,665
Impairment of real estate assets		(64,539	)		(1,813	)		(66,239	)		(1,813	)
Equity in loss of unconsolidated entities		(2,327	)		(1,322	)		(3,489	)		(2,216	)
Interest and other income		530			141			8,154			474
Interest expense		(28,976	)		(22,145	)		(55,126	)		(43,658	)
Income / (loss) before taxes		(95,006	)		130			(106,077	)		(30,882	)
Benefit (provision) for taxes		(298	)		(26	)		(160	)		11
Net income / (loss)		(95,304	)		104			(106,237	)		(30,871	)
Net income / (loss) attributable to non-controlling interests		22,464			(32	)		25,677			10,279
Net income / (loss) attributable to Seritage	$	(72,840	)	$	72		$	(80,560	)	$	(20,592	)
Preferred dividends		(1,225	)		(1,225	)		(2,450	)		(2,450	)
Net loss attributable to Seritage common shareholders	$	(74,065	)	$	(1,153	)	$	(83,010	)	$	(23,042	)
Net loss per share attributable to Seritage Class A    common shareholders - Basic	$	(1.73	)	$	(0.03	)	$	(2.02	)	$	(0.61	)
Net loss per share attributable to Seritage Class A    common shareholders - Diluted	$	(1.73	)	$	(0.03	)	$	(2.02	)	$	(0.61	)
Weighted average Class A common shares    outstanding - Basic		42,772			38,634			41,134			37,933
Weighted average Class A common shares    outstanding - Diluted		42,772			38,634			41,134			37,933

3

Supplemental Financial Information

Market Capitalization and Financial Ratios

June 30, 2021

(in thousands, except per share amounts)

	As of			As of
Equity Market Capitalization	June 30, 2021			December 31, 2020
Class A common shares outstanding		42,795			38,896
OP units outstanding		13,191			17,003
Total shares & units outstanding		55,986			55,899
Share Price	$	18.40		$	14.68
Equity market capitalization	$	1,030,148		$	820,602
Total Market Capitalization
Equity market capitalization	$	1,030,148		$	820,602
Preferred equity		70,000			70,000
Total debt		1,600,000			1,600,000
Total market capitalization	$	2,700,148		$	2,490,602
Financial Ratios
Total debt to total market capitalization		59.3	%		64.2	%
Total debt	$	1,600,000		$	1,600,000
Cash and cash equivalents		(147,208	)		(150,254	)
Net Debt	$	1,452,792		$	1,449,746
Gross real estate investments	$	1,927,782		$	2,123,760
Investment in unconsolidated joint ventures		468,269			457,003
Total real estate investments	$	2,396,051		$	2,580,793
Net debt to total real estate investments		60.6	%		56.2	%

4

Supplemental Financial Information

Total Net Operating Income

June 30, 2021

(in thousands)

	Three Months Ended						Six Months Ended June 30,
NOI and Total NOI	June 30, 2021			June 30, 2020			2021			2020
Net income / (loss)	$	(95,304	)	$	104		$	(106,237	)	$	(30,871	)
Termination fee income		—			—			(2,611	)		(990	)
Management and other fee income		(279	)		(171	)		(414	)		(378	)
Depreciation and amortization		13,328			23,702			26,470			57,799
General and administrative expenses		11,990			8,644			23,222			18,064
Equity in loss of unconsolidated entities		2,327			1,322			3,489			2,216
Gain on sale of real estate		(18,097	)		(53,877	)		(42,305	)		(74,665	)
Impairment of real estate assets		64,539			1,813			66,239			1,813
Interest and other income		(530	)		(141	)		(8,154	)		(474	)
Interest expense		28,976			22,145			55,126			43,658
Provision (benefit) for income taxes		298			26			160			(11	)
Straight-line rent		(1,238	)		2,694			(1,028	)		5,395
Above/below market rental income/expense		102			(39	)		63			(136	)
NOI	$	6,112		$	6,222		$	14,020		$	21,420
Unconsolidated entities
NOI of unconsolidated entities		1,646			1,514			4,083			2,816
Straight-line rent		(168	)		(100	)		(304	)		(271	)
Above/below market rental income/expense		(29	)		(58	)		(62	)		(540	)
Termination fee income		(9	)		(293	)		(751	)		(293	)
Total NOI	$	7,553		$	7,285		$	16,986		$	23,132

5

Supplemental Financial Information

Funds from Operations and Company FFO

June 30, 2021

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
FFO and Company FFO	June 30, 2021			June 30, 2020			2021			2020
Net income / (loss)	$	(95,304	)	$	104		$	(106,237	)	$	(30,871	)
Real estate depreciation and amortization    (consolidated properties)		12,959			23,201			25,715			56,788
Real estate depreciation and amortization    (unconsolidated entities)		3,217			2,597			6,383			4,441
Gain on sale of real estate		(18,097	)		(53,877	)		(42,305	)		(74,665	)
Impairment of real estate assets		64,539			1,813			66,239			1,813
Dividends on preferred shares		(1,225	)		(1,225	)		(2,450	)		(2,450	)
FFO attributable to common shareholders    and unitholders	$	(33,911	)	$	(27,387	)	$	(52,655	)	$	(44,944	)
Termination fee income		—			—			(2,611	)		(990	)
Termination fee income    (unconsolidated entities)		(9	)		(293	)		(751	)		(293	)
Amortization of deferred financing costs		106			105			212			211
Severance and restructuring costs		2,196			425			2,196			425
Mortgage recording costs		2,313			—			2,313			—
Company FFO attributable to common    shareholders and unitholders	$	(29,305	)	$	(27,150	)	$	(51,296	)	$	(45,591	)
FFO per diluted common share and unit	$	(0.61	)	$	(0.49	)	$	(0.94	)	$	(0.80	)
Company FFO per diluted common share and unit	$	(0.52	)	$	(0.49	)	$	(0.92	)	$	(0.82	)
Weighted Average Common Shares and Units Outstanding
Weighted average common shares outstanding		42,772			38,634			41,134			37,933
Weighted average OP units outstanding		13,191			17,255			14,802			17,916
Weighted average common shares and    units outstanding		55,963			55,889			55,936			55,849

6

Supplemental Financial Information

Additional Information

June 30, 2021

(in thousands)

	As of		As of
Debt Summary	June 30, 2021		December 31, 2020
Term Loan Facility (drawn / undrawn)	$1,600,000 / 400,000		$1,600,000 / 400,000
Interest rate / undrawn rate	7.00% / 1.00%		7.00% / 1.00%
Maturity	July 2023		July 2023
Prepaid Expenses, Deferred Expenses and Other Assets	June 30, 2021		December 31, 2020
Deferred expenses	$	21,679	$	22,972
Right of Use Asset		17,381		18,849
Other assets		10,147		9,412
Prepaid insurance		3,321		5,143
FF&E		2,694		2,870
Other prepaid expenses		6,115		4,065
Prepaid real estate taxes		1,192		444
Total prepaid expenses, deferred expenses and other assets	$	62,529	$	63,755

7

Supplemental Financial Information

Additional Information (cont’d)

June 30, 2021

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
Rental Revenue Detail	2021			2020			2021			2020
Revenue
Rental income	$	23,567		$	17,300			45,105			41,574
Tenant reimbursements		4,028			4,348			11,025			12,194
Termination income		—			—			2,611			990
Total	$	27,595		$	21,648		$	58,741		$	54,758
	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Select Non-Cash Items
Straight-line rental income
Wholly-owned	$	1,238		$	(2,694	)	$	1,028		$	(5,395	)
Joint ventures		168			100			304			271
Total	$	1,406		$	(2,594	)	$	1,332		$	(5,124	)
Net amortization of above/below market    rental income/expense
Wholly-owned	$	(102	)	$	39		$	(63	)	$	136
Joint ventures		29			58			62			540
Total	$	(73	)	$	97		$	(1	)	$	676
Amortization of deferred financing costs	$	(106	)	$	(105	)	$	(212	)	$	(211	)
Share-based compensation expense		(42	)		(626	)		(953	)		(1,805	)

8

Property Information

Portfolio Overview

June 30, 2021

(in thousands, except PSF amounts)

The following table provides a summary of the Company’s portfolio as of June 30, 2021, including Unconsolidated Properties presented at the Company’s proportional share:

	Consolidated			Unconsolidated			Seritage
	Portfolio			Properties			Total
Number of properties		147			25			172
Total GLA (000s)		22,953			3,968			26,921
At share		22,953			1,930			24,882
Leased GLA (000s)		6,412			1,269			7,681
At share		6,412			601			7,013
Percentage leased		27.9	%		32.0	%		28.5	%
At share		27.9	%		31.1	%		28.2	%

SNO Lease Summary

The table below provides a reconciliation of SNO leases from March 31, 2021 to June 30, 2021, including unconsolidated entities at the Company’s proportional share:

	Number of									Annual
	SNO Leases			GLA			ABR			Rent PSF
As of March 31, 2021		91			1,562		$	36,277		$	23.22
Opened		(7	)		(44	)		(1,251	)		28.43
Sold / Contributed to JVs / terminated		(7	)		(196	)		(3,467	)		17.69
Signed		6			27			780			28.89
As of June 30, 2021		83			1,349		$	32,339		$	23.97

Tenant Overview

The following table provides a summary of annual base rent for the portfolio as of June 30, 2021, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:

	Number of		Leased		% of Total			Annual Base		% of
Tenant	Leases		GLA		Leased GLA			Rent ("ABR")		Total ABR			ABR PSF
In-place diversified leases		244		5,665		80.8	%	$	92,334		74.1	%	$	16.30
SNO diversified leases (1)		83		1,349		19.2	%		32,339		25.9	%		23.97
Total diversified leases		327		7,014		100.0	%	$	124,673		100.0	%	$	17.77

(1) SNO = Signed not yet opened leases

9

Property Information

Portfolio Overview (cont’d)

June 30, 2021

(in thousands)

Top Tenants

The following table lists the top tenants in the portfolio as of June 30, 2021, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:

	Numberof		Annual Base		% of
Tenant	Leases		Rent ("ABR")		Total ABR			Concepts/Brands
Dick's Sporting Goods		12	$	12,512		10.0	%
Dave & Buster's		10		8,355		6.7	%
Round One Entertainment		8		7,225		5.8	%
Cinemark		4		4,916		3.9	%
Nordstrom Rack		6		4,676		3.8	%
Burlington Stores		9		4,421		3.5	%
At Home		7		4,231		3.4	%
Ross Dress For Less		12		3,924		3.1	%	Ross Dress for Less, dd's Discounts
Primark		3		3,169		2.5	%
AMC		2		2,803		2.2	%
Bed Bath & Beyond		6		2,489		2.0	%	Bed Bath & Beyond, buybuyBaby, Cost Plus World Market, andThat!
BJ's Wholesale Club		2		2,422		1.9	%
TJX		9		2,356		1.9	%	TJ Maxx, Marshalls, HomeGoods, HomeSense, Sierra Trading Post
Vasa Fitness		3		1,866		1.5	%
24 Hour Fitness		2		1,791		1.4	%
Floor & Décor		2		1,691		1.4	%
Mercado del Rio		1		1,535		1.2	%
Pinstripes		1		1,482		1.2	%
Whole Foods		2		1,258		1.0	%

10

Property Information

Portfolio Overview (cont’d)

June 30, 2021

(in thousands, except PSF amounts)

Geographic Summary

The following table sets forth information regarding the geographic diversification of the portfolio as of June 30, 2021, based on signed leases and including Unconsolidated Properties presented at the Company’s proportional share:

State	Number of Properties		Annual Rent		% of Total Annual Rent			Rent PSF
Florida		21	$	24,715		19.8	%	$	25.41
California		31		15,927		12.8	%		20.38
New York		10		10,070		8.1	%		22.41
New Jersey		4		7,939		6.4	%		24.23
Virginia		5		6,354		5.1	%		21.47
Pennsylvania		2		4,808		3.9	%		27.55
Texas		12		4,736		3.8	%		11.50
Illinois		7		4,638		3.7	%		13.09
Wisconsin		2		4,082		3.3	%		16.20
Massachusetts		3		3,460		2.8	%		26.74
Total Top 10		97	$	86,731		69.6	%	$	20.90
Other (1)		75		37,942		30.4	%		13.25
Total		172	$	124,673		100.0	%	$	17.78
(1) Includes 29 states & Puerto Rico

11

Property Information

Unconsolidated Properties

June 30, 2021

Brookfield Retail Partners (formerly GGP, Inc.)

					Total
	Mall Name	City	State	Joint Venture	GLA (1)		Leased (1)
1	Altamonte Mall	Altamonte Springs	FL	GGP II JV		62,800		39.8	%
2	Coastland Center	Naples	FL	GGP II JV		33,700		100.0	%
3	Willowbrook Mall	Wayne	NJ	GGP II JV		140,500		73.1	%
4	Sooner Mall	Norman	OK	GGP I JV		33,400		0.0	%
5	Stonebriar Centre	Frisco	TX	GGP I JV		81,500		0.0	%
6	Alderwood	Lynnwood	WA	GGP I JV		50,000		49.3	%
7	Natick Collection	Natick	MA	GGP I JV		95,400		46.4	%

(1) Based on signed leases as of June 30, 2021; GLA presented at the Company's proportional share.

(2) Property is subject to a lease or ground lease agreement.

Simon Property Group

					Total
	Mall Name	City	State	Joint Venture	GLA (1)		Leased (1)
1	Santa Rosa Plaza	Santa Rosa	CA	Simon JV		82,700		0.0	%
2	Briarwood	Ann Arbor	MI	Simon JV		85,300		0.0	%
3	The Shops at Nanuet	Nanuet	NY	Simon JV		110,700		0.0	%
4	Woodland Hills Mall	Tulsa	OK	Simon JV		75,100		0.0	%
5	Barton Creek Square	Austin	TX	Simon JV		82,300		0.0	%

(1) Based on signed leases as of June 30, 2021; GLA presented at the Company's proportional share.

Macerich

					Total
	Mall Name	City	State	Joint Venture	GLA (1)		Leased (1)
1	Chandler Fashion Center	Chandler	AZ	Macerich JV		69,700		53.1	%
2	Los Cerritos Center	Cerritos	CA	Macerich JV		138,800		0.0	%
3	Vintage Faire Mall	Modesto	CA	Macerich JV		60,200		66.8	%
4	Danbury Fair	Danbury	CT	Macerich JV		89,300		39.3	%
5	Deptford Mall	Deptford	NJ	Macerich JV		95,900		77.8	%
6	Freehold Raceway Mall	Freehold	NJ	Macerich JV		69,400		48.0	%
7	Washington Square Mall	Portland	OR	Macerich JV		110,000		0.0	%

(1) Based on signed leases as of June 30, 2021; GLA presented at the Company's proportional share.

12

Property Information

Unconsolidated Properties (cont’d)

June 30, 2021

Invesco Real Estate

					Total
	Property Address	City	State	Joint Venture	GLA (1)		Leased (1)
1	302 Colorado Ave	Santa Monica	CA	Mark 302 JV		51,500		0.0	%
2	4575 La Jolla Village Dr	San Diego	CA	UTC JV		113,100		19.9	%

(1) Based on signed leases as of June 30, 2021; GLA presented at the Company's proportional share.

Other

					Total
	Property Address	City	State	Joint Venture	GLA (1)		Leased (1)
1	1445 New Britain Avenue	West Hartford	CT	West Hartford JV		81,800		70.2	%
2	126 Shawan Road	Cockeysville	MD	Cockeysville JV		80,127		61.3	%
3	12625 North Interstate Highway 35	Austin	TX	Tech Ridge JV		—		0.0	%
4	20700 South Avalon Boulevard	Carson	CA	Carson Investment		36,400		60.2	%

(1) Based on signed leases as of June 30, 2021; GLA presented at the Company's proportional share.

13

Property Information

Wholly Owned Properties

June 30, 2021

Wholly Owned Properties
			GLA (3)
	City	State	Total		Diversified		Not Leased		Significant Tenants (1)	Leased (3)
1	Anchorage	AK		158,500		134,000		24,500	Guitar Center, Nordstrom Rack, Planet Fitness, Safeway		84.5	%
2	North Little Rock	AR		177,100		13,000		164,100	Aspen Dental, Longhorn Steakhouse		7.3	%
3	Glendale	AZ		125,000		—		125,000	n/a		0.0	%
4	Mesa	AZ		121,900		16,800		105,100	Carvana		13.8	%
5	Phoenix	AZ		151,200		151,200		—	At Home		100.0	%
6	Phoenix	AZ		144,200		—		144,200	n/a		0.0	%
7	Sierra Vista	AZ		94,700		—		94,700	n/a		0.0	%
8	Tucson	AZ		218,800		50,600		168,200	Round One Entertainment		23.1	%
9	Yuma	AZ		90,400		—		90,400	n/a		0.0	%
10	Big Bear Lake	CA		80,000		4,000		76,000	Subway, Wells Fargo Bank		5.0	%
11	Chula Vista	CA		250,100		—		250,100	n/a		0.0	%
12	Citrus Heights	CA		289,500		—		289,500	n/a		0.0	%
13	El Cajon	CA		244,900		184,400		60,500	Ashley Furniture, Bob's Discount Furniture, Burlington Stores, Extra Space Storage		75.3	%
14	El Centro	CA		139,700		—		139,700	n/a		0.0	%
15	Fairfield	CA		150,000		32,000		118,000	Dave & Busters		21.3	%
16	Florin	CA		272,700		—		272,700	n/a		0.0	%
17	Fresno	CA		216,600		43,400		173,200	Ross Dress for Less, dd's Discounts		20.0	%
18	Merced	CA		92,600		—		92,600	n/a		0.0	%
19	Montclair	CA		174,700		—		174,700	n/a		0.0	%
20	Palm Desert	CA		136,500		—		136,500	n/a		0.0	%
21	Ramona	CA		107,500		14,700		92,800	Dollar Tree		13.7	%
22	Riverside	CA		214,200		12,200		202,000	Bank of America		5.7	%
23	Riverside	CA		132,600		38,100		94,500	Jack in the Box, Stater Brothers		28.7	%
24	Roseville	CA		125,800		109,500		16,300	AAA, Cinemark, Round One Entertainment		87.0	%
25	Salinas	CA		133,000		32,200		100,800	Burlington		24.2	%
26	San Bernardino	CA		264,700		—		264,700	n/a		0.0	%
27	San Bruno	CA		276,600		—		276,600	n/a		0.0	%
28	San Jose	CA		262,500		—		262,500	n/a		0.0	%
29	Santa Maria	CA		108,600		—		108,600	n/a		0.0	%
30	Temecula	CA		120,100		112,800		7,300	Round One Entertainment, Dick's Sporting Goods		93.9	%
31	Thousand Oaks	CA		161,400		113,700		47,700	Dave & Busters, DSW, Nordstrom Rack		70.4	%
32	Ventura	CA		178,600		—		178,600	n/a		0.0	%
33	West Covina	CA		142,000		—		142,000	n/a		0.0	%
34	Westminster	CA		197,900		—		197,900	n/a		0.0	%
35	Lakewood	CO		153,000		—		153,000	n/a		0.0	%
36	Thornton	CO		203,100		61,700		141,400	Vasa Fitness		30.4	%

14

Property Information

Wholly Owned Properties (cont’d)

June 30, 2021

	City	State	Total		Diversified		Not Leased		Significant Tenants (1)	Leased (3)
37	Waterford	CT		149,200		—		149,200	n/a		0.0	%
38	Rehoboth Beach	DE		102,100		75,900		26,200	andThat!, PetSmart, Aldi		74.3	%
39	Aventura	FL		215,400		111,100		104,300	Pinstripes, Industrious		51.6	%
40	Boca Raton	FL		178,500		4,200		174,300	Washington Mutual		2.4	%
41	Bradenton	FL		82,900		49,900		33,000	Target		60.2	%
42	Clearwater	FL		211,200		75,500		135,700	Whole Foods, Nordstrom Rack		35.7	%
43	Doral	FL		212,900		—		212,900	n/a		0.0	%
44	Ft. Myers	FL		146,800		—		146,800	n/a		0.0	%
45	Hialeah	FL		145,200		16,500		128,700	Five Below, Panera Bread		11.4	%
46	Hialeah (2)	FL		106,300		106,300		—	Aldi, Bed Bath & Beyond, Ross Dress for Less, dd’s Discounts		100.0	%
47	Lakeland	FL		156,200		—		156,200	n/a		0.0	%
48	Miami	FL		170,100		—		170,100	n/a		0.0	%
49	North Miami	FL		129,400		129,400		—	Aldi, Burlington Stores, Ross Dress for Less, Michaels Stores		100.0	%
50	Ocala	FL		146,200		—		146,200	n/a		0.0	%
51	Orlando	FL		118,400		96,700		21,700	Floor & Décor		81.7	%
52	Panama City	FL		139,300		—		139,300	n/a		0.0	%
53	Pensacola	FL		106,100		106,100		—	BJ's Wholesale Club, Bubba's 33		100.0	%
54	Plantation	FL		184,400		76,700		107,700	GameTime, Powerhouse Gym		41.6	%
55	Sarasota	FL		212,400		—		212,400	n/a		0.0	%
56	St. Petersburg	FL		113,800		—		113,800	n/a		0.0	%
57	St. Petersburg	FL		141,600		141,600		—	Dick's Sporting Goods, Five Below, PetSmart		100.0	%
58	Honolulu	HI		76,100		76,100		—	Long's Drugs (CVS), Ross Dress for Less, PetSmart		100.0	%
59	Cedar Rapids	IA		146,000		—		146,000	n/a		0.0	%
60	Charles City	IA		96,600		—		96,600	n/a		0.0	%
61	Webster City	IA		40,800		—		40,800	n/a		0.0	%
62	Chicago	IL		120,700		17,200		103,500	n/a		14.3	%
63	Joliet	IL		204,600		—		204,600	n/a		0.0	%
64	Lombard	IL		139,300		139,300		—	The Dump		100.0	%
65	North Riverside	IL		216,400		89,800		126,600	Round One Entertainment, Aldi, Blink Fitness, Amita Health		41.5	%
66	Orland Park	IL		140,000		—		140,000	n/a		0.0	%
67	Springfield	IL		119,500		108,000		11,500	Binny's Beverage Depot, Burlington Stores, Marshalls		90.4	%
68	Steger	IL		87,400		—		87,400	n/a		0.0	%
69	Elkhart	IN		86,600		86,600		—	n/a		100.0	%
70	Ft. Wayne	IN		84,400		33,700		50,700	Five Below, HomeGoods		39.9	%
71	Merrillville	IN		170,900		163,000		7,900	At Home, Dollar Tree		95.4	%

15

Property Information

Wholly Owned Properties (cont’d)

June 30, 2021

	City	State	Total		Diversified		Not Leased		Significant Tenants (1)	Leased (3)
72	Hopkinsville	KY		85,100		64,600		20,500	Bargain Hunt, Farmer's Furniture, Harbor Freight		75.9	%
73	Paducah	KY		97,300		64,400		32,900	Burlington Stores, Ross Dress for Less		66.2	%
74	Lafayette	LA		194,900		—		194,900	n/a		0.0	%
75	Braintree	MA		89,800		85,100		4,700	Nordstrom Rack, Ulta Beauty		94.8	%
76	Saugus	MA		210,700		—		210,700	APEX Entertainment		0.0	%
77	Bowie	MD		123,000		15,000		108,000	BJ's Brewhouse		12.2	%
78	Edgewater	MD		117,200		—		117,200	n/a		0.0	%
79	Madawaska	ME		49,700		—		49,700	n/a		0.0	%
80	Lincoln Park	MI		301,700		3,800		297,900	Bank of America		1.3	%
81	Manistee	MI		94,700		—		94,700	n/a		0.0	%
82	Roseville	MI		364,600		154,600		210,000	At Home, Hobby Lobby		42.4	%
83	Sault Ste. Marie	MI		92,700		—		92,700	n/a		0.0	%
84	Ypsilanti	MI		91,700		91,700		—	At Home		100.0	%
85	Burnsville	MN		167,300		—		167,300	n/a		0.0	%
86	Maplewood	MN		175,000		—		175,000	n/a		0.0	%
87	St. Paul	MN		217,900		100		217,800	n/a		0.0	%
88	Florissant	MO		119,000		4,300		114,700	n/a		3.6	%
89	Springfield	MO		112,900		112,900		—	At Home		100.0	%
90	Columbus	MS		166,700		45,400		121,300	Bargain Hunt		27.2	%
91	Asheville	NC		110,600		—		110,600	n/a		0.0	%
92	Greensboro	NC		178,500		168,200		10,300	Floor & Décor, Gabriel Brothers		94.2	%
93	Kearney	NE		64,900		64,900		—	Ross Dress for Less, Five Below, Marshall's		100.0	%
94	Manchester	NH		106,600		80,400		26,200	Dick's Sporting Goods, Dave & Buster's		75.4	%
95	Nashua	NH		167,100		—		167,100	n/a		0.0	%
96	Portsmouth	NH		127,100		—		127,100	n/a		0.0	%
97	Salem	NH		251,600		123,800		127,800	Cinemark, Dick's Sporting Goods		49.2	%
98	Watchung	NJ		117,100		117,100		—	Cinemark, HomeGoods, Sierra Trading Post, Ulta Beauty, Chick-fil-A , City MD		100.0	%
99	Las Vegas	NV		130,300		42,500		87,800	Round One Entertainment		32.6	%
100	Reno	NV		162,700		41,300		121,400	Round One Entertainment		25.4	%
101	Albany	NY		277,900		84,600		193,300	Whole Foods, REI, Ethan Allen		30.4	%
102	Clay	NY		146,500		—		146,500	n/a		0.0	%
103	East Northport	NY		179,700		93,300		86,400	24 Hour Fitness, AMC		51.9	%
104	Hicksville	NY		284,900		57,900		227,000	Chase Bank, Chipotle		20.3	%
105	Olean	NY		120,700		55,400		65,300	Marshall's, Ollie's Bargain Hunt		45.9	%
106	Rochester	NY		128,500		—		128,500	n/a		0.0	%
107	Sidney	NY		94,400		—		94,400	n/a		0.0	%

16

Property Information

Wholly Owned Properties (cont’d)

June 30, 2021

	City	State	Total		Diversified		Not Leased		Significant Tenants (1)	Leased (3)
108	Victor	NY		138,600		119,600		19,000	Dick's Sporting Goods		86.3	%
109	Yorktown Heights	NY		160,000		38,500		121,500	24 Hour Fitness		24.1	%
110	Canton	OH		190,600		116,300		74,300	Dick's Sporting Goods, Dave & Busters, Cheddar's		61.0	%
111	Dayton	OH		180,200		13,400		166,800	Outback Steakhouse		7.4	%
112	Kenton	OH		96,100		—		96,100	n/a		0.0	%
113	Mentor	OH		219,100		—		219,100	n/a		0.0	%
114	Middleburg Heights	OH		359,000		35,800		323,200	Carvana		10.0	%
115	Toledo	OH		218,700		—		218,700	n/a		0.0	%
116	Oklahoma City	OK		223,700		50,300		173,400	Vasa Fitness		22.5	%
117	Happy Valley	OR		144,300		45,000		99,300	Dick's Sporting Goods		31.2	%
118	King of Prussia (2)	PA		210,900		174,500		36,400	Dick's Sporting Goods, Primark, Outback Steakhouse, Yardhouse		82.7	%
119	Walnutport	PA		121,200		—		121,200	n/a		0.0	%
120	Bayamon	PR		114,600		—		114,600	n/a		0.0	%
121	Caguas	PR		138,700		—		138,700	n/a		0.0	%
122	Carolina	PR		198,000		—		198,000	n/a		0.0	%
123	Mayaguez	PR		118,200		—		118,200	n/a		0.0	%
124	Ponce	PR		126,900		—		126,900	n/a		0.0	%
125	Warwick	RI		131,500		123,100		8,400	At Home, Hook & Reel, Skechers		93.6	%
126	Anderson	SC		117,100		117,100		—	Burlington Stores, Sportsman's Warehouse		100.0	%
127	Charleston	SC		106,400		52,900		53,500	Burlington Stores		49.7	%
128	Cordova	TN		160,900		—		160,900	n/a		0.0	%
129	Memphis	TN		112,700		100,000		12,700	LA Fitness, Hopdoddy, Nordstrom Rack, Ulta Beauty		88.7	%
130	Austin	TX		52,700		45,000		7,700	AMC		85.4	%
131	Dallas	TX		235,000		—		235,000	n/a		0.0	%
132	El Paso	TX		114,200		99,100		15,100	dd's Discount, Ross Dress for Less, Five Below, Burlington Stores		86.8	%
133	Friendswood	TX		166,000		—		166,000	n/a		0.0	%
134	Houston	TX		134,000		134,000		—	At Home		100.0	%
135	Houston	TX		201,700		—		201,700	n/a		0.0	%
136	Ingram	TX		168,400		—		168,400	n/a		0.0	%
137	Irving	TX		92,000		12,500		79,500	Carvana, CareNow, Chick-fil-A		13.6	%
138	San Antonio	TX		164,200		121,100		43,100	Tru Fit, Bed Bath & Beyond		73.8	%
139	Layton	UT		86,500		66,400		20,100	Vasa Fitness		76.8	%
140	Alexandria	VA		262,100		—		262,100	n/a		0.0	%
141	Chesapeake	VA		169,700		—		169,700	n/a		0.0	%
142	Fairfax	VA		211,000		154,400		56,600	Dave & Busters, Dick's Sporting Goods		73.2	%
143	Virginia Beach	VA		166,200		79,300		86,900	DSW, The Fresh Market, Nordstrom Rack, Smokey Bones		47.7	%

17

Property Information

Wholly Owned Properties (cont’d)

June 30, 2021

	City	State	Total		Diversified		Not Leased		Significant Tenants (1)	Leased (3)
144	Warrenton	VA		75,500		62,200		13,300	HomeGoods		82.4	%
145	Redmond	WA		230,700		—		230,700	n/a		0.0	%
146	Greendale	WI		187,400		133,700		53,700	Dick's Sporting Goods, Round One Entertainment		71.3	%
147	Madison	WI		118,400		118,400		—	Dave & Busters, Total Wine & More, Hobby Lobby		100.0	%
	Total - Wholly-Owned Properties			22,952,500		6,411,800		16,540,700			27.9	%

(1) Based on signed leases as of June 30, 2021.

(2) Property is subject to a ground lease.

18

Disclosures

Non-GAAP Financial Measures

The Company makes reference to NOI, Total NOI, FFO and Company FFO which are financial measures that include adjustments to accounting principles generally accepted in the United States (“GAAP”).

None of NOI, Total NOI, FFO or Company FFO, are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance.  Reconciliations of these measures to the respective GAAP measures the Company deems most comparable have been provided in the tables accompanying this press release.

Net Operating Income (“NOI”) and Total NOI

NOI is defined as income from property operations less property operating expenses.  Other REITs may use different methodologies for calculating NOI, and accordingly the Company’s depiction of NOI may not be comparable to other REITs.  The Company believes NOI provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.

The Company also uses Total NOI, which includes its proportional share of unconsolidated properties.  This form of presentation offers insights into the financial performance and condition of the Company as a whole given the Company’s ownership of unconsolidated properties that are accounted for under GAAP using the equity method.

The Company also considers NOI and Total NOI to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Funds from Operations (“FFO”) and Company FFO

FFO is calculated in accordance with NAREIT which defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from property sales, real estate related depreciation and amortization, and impairment charges on depreciable real estate assets.  The Company considers FFO a helpful supplemental measure of the operating performance for equity REITs and a complement to GAAP measures because it is a recognized measure of performance by the real estate industry.  

The Company makes certain adjustments to FFO, which it refers to as Company FFO, to account for certain non-cash and non-comparable items, such as termination fee income, severance and restructuring costs, unrealized loss on interest rate cap, litigation charges, acquisition-related expenses, amortization of deferred financing costs and certain up-front-hiring costs, that it does not believe are representative of ongoing operating results.

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Disclosures

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; the impact of the COVID-19 pandemic on the business of the Company’s tenants and business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service the Company’s debt obligations and ability to pay dividends and other distributions to shareholders, the Company’s historical exposure to Sears Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; competition in the real estate and retail industries; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness; restrictions with which the Company is required to comply in order to maintain REIT status and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; the Company’s relatively limited history as an operating company; and environmental, health, safety and land use laws and regulations.  For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2020. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially.  The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

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Seritage Growth Properties

500 Fifth Avenue | New York, NY 10110

212-355-7800 | www.seritage.com

XML

Document and Entity Information	Aug. 09, 2021
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2021
Entity Registrant Name	SERITAGE GROWTH PROPERTIES
Entity Central Index Key	0001628063
Entity Emerging Growth Company	false
Entity File Number	001-37420
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	38-3976287
Entity Address, Address Line One	500 Fifth Avenue, Suite 1530
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10110
City Area Code	212
Local Phone Number	355-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Class A [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common shares of beneficial interest, par value $0.01 per share
Trading Symbol	SRG
Security Exchange Name	NYSE
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
Trading Symbol	SRG-PA
Security Exchange Name	NYSE